Two old pros do their best with meager material in The Bucket List, a film that feels a little like a rejected script for some hospital TV show like Grey's Anatomy or ER. Jack Nicholson and Morgan Freeman elevate this movie to near-miss status, almost making it worthwhile. Almost.

It's a goofy, mushy, implausible, nearly fun movie that strains with sentiment. Director Rob Reiner, who hasn't made a decent movie in a long time, comes close, but only because the talent he's cast has the ability to work with the mediocre material.

A couple of aging men wind up in the same hospital room, suffering from advanced stages of cancer. Nicholson, predictably, plays the more cantankerous of the two. He's Edward Cole, the super-rich owner of the hospital, forced to share a room with another patient due to his own "two for every room" cost-cutting idea. Freeman plays mild-mannered Carter Chambers, auto mechanic and trivia master. Both are considered terminal and are given mere months to live.

To pass the time in his hospital bed, Carter scribbles something he calls a "bucket list" on a yellow pad while Edward consumes and vomits various delicacies. The bucket list is an assortment of things Carter wishes he could do before his dying day, aka "kicking the bucket." Edward rescues the crumpled paper from the floor and decides it's a good idea, but that the list needs a little rewriting. He revises it with some of his own ideas ("Get a tattoo!") and suggests they actually go out and do the list. The two leave the hospital and, with the help of Edward's big money, start globetrotting--much to the chagrin of Carter's wife.

They go skydiving in a particularly embarrassing scene. They visit pyramids and majestic mountains, and drive sports cars, trying to make the most of their dwindling days. All of this is outlandish, because two guys who were at death's door are suddenly depicted as effervescent as teenagers. Nicholson's Edward, for instance, screams like a banshee when he jumps from a plane, singing songs and ribbing Carter. That's pretty good for a guy with lungs full of cancer.

The two get along for a while, but inevitably, problems will arise, and feuds will take place. Reiner offers up a trick ending that feels false, and that's what ultimately makes the movie miss the mark.

Some of this has a low-grade sitcom feel to it. That's due in part to the cardboard script, but it doesn't help that Reiner casts the likes of Rob Morrow (Northern Exposure) and Sean Hayes (Will and Grace) in supporting roles. Both actors are capable of good things, but Justin Zackham's script is more worthy of a television episode than a Jack Nicholson vehicle.

Nicholson, following in the footsteps of Sigourney Weaver and Timothy Olyphant, shaved his head clean bald for this role. Edward is pretty much a rehash of past Nicholson roles in films like As Good as It Gets and About Schmidt: He plays a miserable bastard who is somehow likable. Meanwhile, Freeman is always a pleasure to watch. He has one of Hollywood's best high-watt smiles, and he puts it to good use. He provides a good sensible balance for Nicholson's nutball. It's too bad they couldn't have worked on something a little less contrived.

There's a lot to like about this movie; it is often a treat to see these two actors sharing the screen. The film is just not very good. However, if you're a big Nicholson or Freeman fan, you could do a lot worse. Considering how bad January cinema usually is, this is relatively high-grade stuff.